Office Depot shareholder wants to shake up the board

April 22, 2013

NEW YORK — Investment firm Starboard Value, Office Depot’s largest stockholder with a 14.8% stake, revealed Monday it has delivered a letter to the office supply retailer’s board of directors, expressing “strong disappointment at the board's failure to work constructively with Starboard to reconstitute the board.”

In March, Starboard nominated six candidates, including former Home Depot chief Robert Nardelli, to Office Depot’s board in an effort to strengthen the company’s direction.

Starboard has also filed a preliminary consent solicitation with U.S. securities regulators allowing it to seek shareholder approval of its proposals absent a shareholder meeting, which has yet to be scheduled.

Starboard said that, because “it has become clear that the company has no intention of holding the 2013 Annual Meeting of stockholders in a timely manner,” it had no choice but to “seek to bypass the ineffectiveness of the current board" by launching a consent solicitation that would let shareholders vote on the new slate of directors immediately.

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